Why Tata Sons rejected Noel Tata's request for board meeting recording: Inside the Tata boardroom tussle
Tata Sons has rejected Tata Trusts Chairman Noel Tata's request for an audio-video recording of the September 17 board meeting at which N Chandrasekaran was reappointed as chairman of the conglomerate's holding company, PTI reported.
In a communication dated November 9, Tata Sons' company secretary Suprakash Mukhopadhyay told Tata Trusts that the company had no practice of sharing recordings of in-person board meetings with directors. The company also maintained that such recordings were neither required to be retained nor shared.
The response came after a series of communications from Noel seeking access to the recording. He was the only director to vote against Chandrasekaran's reappointment at the September meeting.
Explaining its decision, Tata Sons said video recording was mandated when one or more directors attended a meeting online. However, it had never followed a practice of sharing audio or video recordings of in-person board meetings.
The November 9 letter also mentioned that the recording was not required to be retained or shared with anyone, including directors.
Tata Sons further informed Tata Trusts that draft minutes of the September 17 meeting had been uploaded on the board's application on October 1. After receiving a response on October 8, the company incorporated the required changes.
An amended copy of the minutes would be uploaded on the application, allowing directors to raise any concerns when the document is placed before the board for confirmation at its next meeting.
The company also said the Registrar of Companies had been informed about Chandrasekaran's reappointment under Section 117 of the Companies Act, within the stipulated 30-day period.
Noel's request comes against the backdrop of his opposition to Chandrasekaran's reappointment and wider disagreements over the direction of Tata Sons.
One of his main concerns is the proposed listing of Tata Sons. Noel believes Chandrasekaran has not done enough to prevent the holding company from going public. Chandrasekaran, however, has maintained that Tata Sons will have to comply with the law after the Reserve Bank of India mandated its listing shortly before the September 17 board meeting.
Noel has also raised concerns about the performance of major business bets made during Chandrasekaran's tenure, which began in 2017. These include the group's digital ventures, Air India and its electronics business.
Earlier this year, Chandrasekaran had successfully sought a deferral of the vote on his reappointment because of a lack of consensus.
At the September 17 meeting, Noel reportedly raised concerns about the legal basis for the reappointment, including the relevant provisions of Tata Sons' Articles of Association and the need for shareholder approval at a valid annual general meeting.
The reappointment was taken up under the agenda item 'Debriefing from Nomination and Remuneration Committee and way forward', according to Tata Sons' November 9 communication.
Noel, one of the two nominee directors of Tata Trusts on the Tata Sons board, left the meeting at Bombay House. Tata Sons announced the resolution publicly within an hour of his departure.
Venu Srinivasan, the other Tata Trusts nominee director, voted in favour of Chandrasekaran's reappointment. Tata Sons' letter also rejected concerns about a possible conflict of interest arising from business dealings between the families of Chandrasekaran and Srinivasan.
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